Petra Acquisition, Inc. *

Petra Acquisition, Inc. *

Oct 19, 2020 by viktoria.v

PROPOSED BUSINESS COMBINATION: Revelation Biosciences, Inc.

ENTERPRISE VALUE: $127.7 million
ANTICIPATED SYMBOL: REVB

Petra Acquisition, Inc. proposes to combine with Revelation Biosciences, Inc. (“Revelation”), a clinical-stage life sciences company focused on the development of immunologic-based therapies for the prevention and treatment of disease

  • Revelation Biosciences, Inc. is a clinical-stage life sciences company focused on the development of immunologic-based therapies for the prevention and treatment of disease. Revelation has several product candidates in development.
    • REVTx-99, the lead therapeutic candidate, is an intranasal immunomodulator to prevent or treat infections caused by various respiratory viruses such as SARS-CoV-2 including its variants, influenza A and B, parainfluenza, rhinovirus, and RSV.
    • REVTx-200 is an intranasal immunomodulator adjunct to be used in combination with an intramuscular vaccination for more complete immunity. REVTx?200 is based on the same technology used in REVTx-99.
  • In addition to Revelation’s therapeutic pipeline, Revelation is also developing REVDx?501, a rapid point-of-care diagnostic that can be used to detect any respiratory viral infection, regardless of virus type or strain, without the need for specialized instrumentation.

SUBSEQUENT EVENT – 12/23/2021

Redemption Backstop

  • Petra entered into backstop agreements with AXA Prime Impact Master Fund, LifeSci Venture Partners, and other Petra and Revelation institutional, and individual investors.
    • As part of such backstop agreements, the Backstop Subscribers have agreed to subscribe for and purchase, in the aggregate, up to $4.5 million of shares of Petra’s common stock, in the event that more than $31.5 million of public shares of Petra are submitted for redemption in connection with the proposed business combination.

Forward Purchase Agreement

  • Petra also entered into a forward share purchase agreement with Meteora Capital Partners and its affiliates pursuant to which Meteora has committed to purchase additional shares of Petra common stock in the open market or from redeeming stockholders so that Meteora holds at least 750,000 shares of Petra common stock as of the closing of the proposed business combination, and to not redeem any of such 750,000 shares in connection with the business combination.

Convertible Financing Note

  • Revelation obtained convertible note financing in an amount of up to $2.5 million from an AXA Prime Impact Master Fund, the proceeds of which may be used by Revelation to purchase shares of Petra common stock from redeeming stockholders in connection with the proposed business combination.

TRANSACTION

  • Pursuant to the merger agreement, Revelation will merge with a wholly-owned subsidiary of Petra, with Revelation being the surviving entity of the merger and a wholly owned subsidiary of Petra. Petra, which currently holds approximately $73 million of cash in trust, will be renamed to Revelation Biosciences, Inc. following the merger.
  • The combined entity will have an estimated pro forma enterprise value of approximately $128 million. Assuming no trust account redemptions by Petra’s public stockholders, Revelation’s existing stockholders will own approximately 54% of the fully diluted shares of common stock of the combined company immediately following the closing of the business combination.
  • The combined company expects to receive approximately $73 million in gross proceeds from the trust account, assuming no redemptions by Petra’s existing public shareholders. The cash proceeds from the transaction are expected to fund the continued development of REVTx-99, Revelation’s lead therapeutic candidate. REVTx-99 is being developed to prevent or treat respiratory viral infections and chronic nasal congestion.
  • Proceeds from the transaction will also be used to fund the continued development of REVDx-501, a rapid point-of-care diagnostic that can be used to detect various respiratory viral infections, regardless of virus type and without the need for specialized instrumentation.

petra trans overview


PIPE

  • There is no PIPE for this transaction.

LOCK-UP

  • None of the Sponsor and each Insider shall Transfer any equity securities of the Company that are issued on account of the Sponsor Shares and are Beneficially Owned by it, him or her immediately following the Effective Time:
    • Twelve (12) months except as follows:
      • (x) fifty (50%) percent of the Lock-Up Securities beneficially owned by each of Sponsor and each Insider shall be released from the Sponsor Shares Lock-up on the earlier of:
        • (i) 90 days after the Closing Date and
        • (ii) a date in which the closing price equals or exceeds $12.50 for 20 trading days within any 30-trading day period;
      • (y) as to the remaining fifty (50%) percent,
        • (i) twenty-five (25%) percent if the VWAP of the Common Stock exceeds $12.50 per share for any 10-trading day period, and
        • (ii) the balance if the VWAP of the Common Stock exceeds $15.00 per share for any 10-trading day period.

NOTABLE CONDITIONS TO CLOSING

  • Must have $65 million available in the Trust account, following redemptions.

NOTABLE CONDITIONS TO TERMINATION

  • By either PAIC or Revelation if the closing of the transactions have not occurred by October 13, 2021 (or January 13, 2021, if the Extension Proposal is approved at the Extension Stockholders’ Meeting).

ADVISORS

  • Roth Capital Partners is acting as financial advisor to Revelation
  • LifeSci Capital is acting as financial and capital markets advisor to Petra
  • Loeb & Loeb LLP is acting as legal counsel to Petra
  • Fox Rothschild LLP and J.P. Galda & Co are acting as legal counsel to Revelation

MANAGEMENT & BOARD


Executive Officers

Andreas Typaldos, 74
Chairman of the Board, Chief Executive Officer, Secretary

Andreas has been a software and technology entrepreneur from the inception of the industry, as well as a private equity investor through a Family Office. His entrepreneurial activities and companies extend over both the US and international and primarily European venues. In the past, he was founder, founding investor, Board Member, and Chief Executive of a number of software, technology, consulting services, and internet companies, including AXS-One, an early international enterprise software company; Enikia LLC (subsequently known as Arkados and Iota Communications Inc.), which was a fabless semiconductor company in the powerline-based communications space at the inception of that market and whose Homeplug-compliant technology was sold to one of the largest semiconductor companies (ST Micro) before evolving into the IoT space; Xandros Inc., a Linux operating system company that provided the operating system used by Asus and Intel on the eeePC netbook mobile device to create that space prior to its domination by Apple’s iPad tablet; and a number of other companies in the technology, software, AI, and lifestyle markets. Currently, he is the Executive Chairman of BCII Enterprises Inc., a publicly traded holding company with a number of software, CLOUD, and AI operating subsidiaries; and Executive Chairman of Scalix Inc., a Linux-based enterprise email server company developed through funding and technology support by Microsoft. In the lifestyle and life sciences related industries, he is Board Member of an early cancer detection biotech company, QCDx; and owner of Merakia, a hospitality holding company. A native of Greece, Andreas came to the US in 1963 on scholarship from Columbia University where he received a Bachelors degree in Mathematical Methods for Engineering and Operations Research and where he has funded a named scholarship program since 1996. He also received a graduate degree in Computer Science from Pratt Institute. He is married and is the father of four.


Sean Fitzpatrick, 51
Chief Financial Officer, Director

Mr. Fitzpatrick is the Founding Partner of Fidem Advisors, a boutique advisory firm that offers services in raising equity, debt, and bridge capital. Sean has over 25 years of Wall Street experience, spanning several major investment banks. He began his career in 1990 with Shearson Lehman Brothers as a Financial Advisor. Sean has held various positions of increasing responsibility at Alex Brown and Sons, Hambrecht & Quist, JP Morgan and Credit Suisse. The majority of his work experience has focused on the managing and raising capital from private wealth, family offices and institutional clients. Throughout the course of his career, Sean has raised or managed in excess of $2 billion dollars on behalf of a diverse base of clients. He holds a BBA in Finance from Loyola University in Baltimore, MD.


 

Board of Directors

David Dobkin, 41
Director

Mr. Dobkin is an experienced healthcare capital markets investment banker with a career focused on helping high-growth life science, medical device, and healthcare IT companies achieve their financial and strategic goals. David has worked with companies developing a wide range of technologies and brings extensive strategic advisory and execution capability to his clients. David has experience with both traditional and non-traditional forms of equity and debt offerings in both the U.S. and abroad. He is a regular speaker on growth capital formation at conferences across the United States and Canada. Prior to joining LifeSci Capital in 2018, David founded Dobkin & Company, an investment bank tailored for entrepreneur-lead companies focused on seed and growth equity and capital, in 2015. Previously, from 2010 to 2015, David worked in various capacities with the New Zealand Government facilitating capital formation on behalf of regional companies and government agencies with a focus on securing strategic foreign direct investment. David has tremendous experience conducting cross-border transactions. Prior to October 2010, David worked for Lazard Frères, one of the world’s preeminent financial advisory and asset management firms, where he facilitated and advised on cross-border mergers and acquisitions transactions in excess of $2.5 billion. Prior to joining for Lazard Frères, David began his career in in the Healthcare investment banking group for Wasserstein Perella based in New York. At Wasserstein Perella, David advised healthcare companies on capital formation as well as strategic alternatives. David conducted graduate research in stem cell bioengineering and received a Master of Science, Biomedical Engineering, from the University of Southern California. David also received a Bachelor of Science, Biomedical Engineering, from Columbia University. David holds the Series 63, 79, and 82 licenses.


Anthony Hayes, 52
Director

Mr. Hayes is the Chief Executive Officer of Alkido Pharma Inc. fka Spherix Incorporated, a NASDAQ-traded technology commercialization company (NASDAQ:AIKI). He began his tenure by overseeing Alkido’s transformation from a biotechnology company into a diversified corporate entity, committed to advancing innovation by participating in the development of new technologies across several sectors. Anthony identified and brought about multimillion-dollar M&A acquisitions that resulted in some of the largest transactions in technology patents. He is also involved in all aspects of investor relations, representing Alkido in shareholder meetings, at domestic and international conferences, and in television and print media, including Bloomberg Television and Forbes. Anthony is an attorney and a former partner of an Am Law 100 firm, and is the previous co-founder and managing member of JaNSOME IP Management LLC, an intellectual property monetization firm. Anthony received his Juris Doctor from Tulane University Law School, and his Bachelor of Arts in Economics from Mary Washington College.


Robert Nicholson, 47
Director 

Robert has many years of leadership and investing experience in investment banking and private equity with a focus on public and private Capital Markets transactions, Real Estate, Mergers and Acquisitions, and Mid-Market Credit. He is currently a principal owner and Managing Director of Archon, responsible for general management of the firm’s operations, mergers and acquisitions, financial advisory, capital development, and strategic growth. He joined Archon in 2019 from Deutsche Bank where he focused on Private Equity and Alternative Investments. Robert began his career as an analyst at Morgan Stanley before moving into buy-side analysis with Oxford, and eventually into acquisitions for Wells Real Estate Funds. Over the last 15 years he has worked in a capital markets role directly or through joint ventures with some of the largest Private Equity firms in the industry including Hines, Cole Capital, Apollo, and Ares Management. He has a BA in Economics from the University of Texas at Austin, a Masters from London Business School with a concentration in Private Equity, and an MBA from Columbia Business School with a concentration in Finance.


Barry Dennis, 55
Director

Barry is a Managing Director of Investment Banking and Strategic Consulting at WaveCrest Securities and since March 2018 Barry has been a member of the board of directors of LifeSci Acquisition Corp (NASDAQ: LSAC), a blank check company that raised approximately $65,600,000 in its initial public offering and is currently seeking to consummate an initial business combination in the healthcare industry. Prior to joining WaveCrest, from January 2018 to December 2019 Barry served as Chairman of Strategos Capital Markets, a structured products hedge fund, and as President from April 2015 to March 2017. From August 2013 to February 2015, Mr. Dennis served as Senior Managing Director of Canaccord Genuity, a full-service financial services firm, with operations in two principal segments of the securities industry: wealth management and capital markets. From 1993 to 2013, Barry worked for such firms as Merrill Lynch, TD Securities, and BMO. Barry received his Bachelor’s of Commerce from the University of British Columbia and his M.B.A from the University of Western Ontario and is a holder of the Charter of Financial Analysts.

Kimon Angelides, 69
Director

Kimon Angelides is the founder of six healthcare companies: FemTec Health, EarlyBird Pharma, Merlin LifeSciences, Vivante Health, EosHealth which became Livongo (NASDAQ: LVGO) and debuted in July 2019 with a $355M IPO at a $3.4B valuation and reached an agreement to be acquired for $18.5B by Teladoc, DiabetesAmerica, a network of diabetes centers that pioneered bundled payment for employers and health plans and provider risk models, and mAbGen, a cancer biotech company that partnered with world-renowned MDAnderson Cancer Center and was acquired by Valeant Pharmaceuticals (NYSE: VRX). Kimon recently received the 2020 digital health Disruptive Founder of the Year Award from Rock Health, Goldman Sachs, and PacWest Bank for his contributions and work in digital health. Kimon’s newest company, FemTec Health was created in 2020 to bring together all the product and services to create a total healthcare experience for women and to tackle some of the most complex health conditions using state of the art technologies. Vivante Health, was created in 2016 after Livongo to meet the needs of people who have invisible and stigmatized diseases, starting with digestive health using digital health tools, telemedicine, and biometric devices. Livongo was the direct creation from his work in diabetes to meet the needs of the new mobile population as a digital health company that used technology to go beyond the clinic walls by using wireless biometric devices including the first two way wireless cloud based glucose meter integrated with anywhere, anytime supportive care, and was the first digital health program accredited for reimbursable diabetes care by the American Association of Diabetes Educators. Prior to his healthcare career, Kimon lead strategy at Tanox, Inc. (NASDAQ: TNX), a biotech company now part of Genentech (NYSE: DNA), Director of Strategic Development at St Luke’s/Texas Heart Institute, Professor and Chair of Cell Biology and Biomedical Sciences at the University of Durham in the UK building the pre-clinical services for a new medical school, Professor of Cell Biology, Neuroscience, Biochemistry, and Molecular Biophysics at Baylor College of Medicine, and Associate and Assistant Professor at the University of Florida and McGill University. Kimon has served on the National Medical Advisory Boards of the National Multiple Sclerosis Society, Muscular Dystrophy Association, and the National Institutes of Health. Kimon was a Research Career Development Awardee of the National Institutes of Health, a Mombusho Scholar of Japan, Distinguished Professor at INSERM/Centre National de Recherche Scientifique of France, and a Basil O’Connor Scholar from the March of Dimes Birth Defect Foundation. He has published over 100 papers and holds more than 40 either issued or published patents. He has a PhD in Bio-organic Chemistry from the University of California, Santa Cruz and has done graduate work in business, laws, and public health.